Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd
About Chn Energy Changyuan Electric Power Co.Ltd(000966)
Issue shares and pay cash to purchase assets and raise supporting funds and related party transactions
Verification opinions on the impairment test of the underlying assets
Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. (hereinafter referred to as “Changjiang recommendation” or “the independent financial consultant”) acts as an independent financial consultant for Chn Energy Changyuan Electric Power Co.Ltd(000966) (hereinafter referred to as ” Chn Energy Changyuan Electric Power Co.Ltd(000966) ” or “the company”) to issue shares, pay cash to purchase assets, raise supporting funds and related party transactions, In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies and the measures for the administration of financial advisory business of mergers and acquisitions of listed companies, the impairment test of the subject assets of Chn Energy Changyuan Electric Power Co.Ltd(000966) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as “this transaction” and “this restructuring”) in 2021 was verified, And issued the following verification opinions.
1、 Basic information of impairment test
In order to ensure the interests of the company and all shareholders, National Energy Group signed the impairment compensation agreement for the agreement on issuing shares and paying cash to purchase assets with the company (hereinafter referred to as the “impairment compensation agreement”).
The main provisions of the impairment compensation agreement are as follows:
1. Impairment test compensation period
The impairment test compensation period of this restructuring is the year when the transaction is completed (i.e. the delivery of the underlying assets is completed) and two consecutive fiscal years thereafter (hereinafter referred to as the “impairment commitment period”), i.e. 2021, 2022 and 2023.
2. Impairment compensation arrangement
(1) Within 4 months after the end of each fiscal year within the impairment commitment period, Party A shall employ an evaluation institution or valuation institution to evaluate or value the subject assets and issue a special evaluation report or valuation report. According to the evaluation results or valuation results, Party A shall conduct impairment test on the subject assets, and employ an accounting firm with business qualification to issue a special audit report on impairment test.
(2) After the impairment test, if the value of the underlying asset is impaired compared with the transaction price of the underlying asset of this transaction, Party B shall calculate the amount to be compensated for the impaired part from Party A according to the following agreement and compensate it year by year:
Amount to be compensated by Party B in the current year = amount of impairment of target assets in the current year – accumulated amount compensated by Party B in the impairment commitment period.
For the avoidance of doubt, the transaction price of the above target asset impairment indicator in the current year minus the evaluation value or valuation of the target asset at the end of the current year, and the impact of capital increase, capital reduction, gift acceptance and profit distribution of the target asset shareholders in the impairment commitment period shall be deducted.
(3) Both parties agree that if Party B needs to make compensation in accordance with the provisions of this Agreement:
① When making annual compensation, Party B shall give priority to compensating shares. The number of compensation shares per year shall be determined according to the following formula: the number of compensation shares of Party B in the current year = the compensation amount of Party B in the current year ÷ the issue price per share of assets purchased by issuing shares this time.
If Party A transfers capital reserve or distributes stock dividends during the compensation period, the number of shares to be compensated for the impairment test assets undertaken by Party B in the current year shall be adjusted to the number of shares to be compensated calculated according to the above formula × (1 + proportion of share dividends transferred or distributed). If the number of compensation shares calculated according to the above formula is less than 0, it is taken as 0, and the compensated shares will not be reversed.
② If the consideration shares obtained by Party B in this exchange are not enough to compensate the number of compensation shares that should be borne by Party B in that year, Party B shall continue to compensate Party A in cash, and the amount of cash compensation shall be determined according to the following formula: the amount of cash compensation that should be compensated in that year = the amount of compensation that should be compensated by Party B in that year – (the number of compensation shares that Party B has compensated in that year) × Purchase of assets by issuing shares (issue price per share)
(4) In any case, according to the impairment test compensation agreed in the agreement, the total amount of compensation paid by Party B to Party A shall not exceed the total transaction consideration paid by Party A to Party B according to the agreement on issuing shares and paying cash to purchase assets and its supplementary agreement (if any).
3. Implementation of compensation measures
(1) The shares to be compensated by Party B in the current year calculated and determined according to the agreement shall be repurchased at a total price of 1 yuan and disposed of according to law after party a publicly discloses the annual impairment test report and performs the corresponding internal and external procedures. (2) After calculating and determining the amount of cash to be compensated by Party B in the current year according to the agreement, Party B shall remit the amount of cash to be compensated to the account designated by Party A at one time within 25 trading days after the issuance of the special audit opinion of the current impairment test.
2、 Impairment test of underlying assets
According to the assets appraisal report on the value of all shareholders’ equity of Guodian Hubei Electric Power Co., Ltd. involved in the Chn Energy Changyuan Electric Power Co.Ltd(000966) impairment test project (Zhong Qi Hua Ping Bao Zi [2022] No. 1246) issued by Beijing zhongqihua Assets Appraisal Co., Ltd., the appraisal conclusion is: as of the benchmark date of December 31, 2021, the book value of owners’ equity within the scope of Chn Energy Changyuan Electric Power Co.Ltd(000966) included in the appraisal is 4432285100 yuan, The appraisal result of the current appraisal is the final appraisal conclusion: on the premise of continuous operation, the value of all shareholders’ equity of Chn Energy Changyuan Electric Power Co.Ltd(000966) merger is 63432963 million yuan.
According to the special audit report on impairment test of Chn Energy Changyuan Electric Power Co.Ltd(000966) major asset restructuring injected target assets (Xin Hui Shi Bao Zi [2022] No. ze10200) issued by Lixin Certified Public Accountants (special general partnership), as of December 31, 2021, the target assets had not been impaired. 3、 Verification opinions of independent financial advisor
The independent financial consultant consulted the transaction contract related to the purchase of assets by issuing shares signed by the company and the counterparty, and the appraisal report on the value of all equity assets of Guodian Hubei Electric Power Co., Ltd. involved in the Chn Energy Changyuan Electric Power Co.Ltd(000966) impairment test project issued by Beijing zhongqihua Asset Appraisal Co., Ltd. (Zhong Qi Hua Ping Bao Zi [2022] No. 1246) The special audit report on the impairment test of Chn Energy Changyuan Electric Power Co.Ltd(000966) major asset restructuring injection target assets (Xin Hui Shi Bao Zi [2022] No. ze10200) issued by Lixin Certified Public Accountants (special general partnership) verified the above asset impairment test.
After verification, the independent financial adviser believes that as of December 31, 2021, the subject assets of the impairment test involved in this transaction have not been impaired.
